SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                              --------------------


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   VIACOM INC.
                -------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                         04-2949533
- ---------------------------------------                 -----------------------
(State of incorporation or organization)                    (I.R.S. Employer
                                                           Identification No.)


    1515 Broadway, New York, New York                            10036
- ---------------------------------------                 -----------------------
(Address of principal executive offices)                       (Zip Code)



      Securities to be registered pursuant to Section 12(b) of the Act:


       Title of each class                       Name of each exchange on which
       to be so registered                       each class is to be registered
- -------------------------------------            ------------------------------

Class A Common Stock, $0.01 Par Value                New York Stock Exchange
Class B Common Stock, $0.01 Par Value                New York Stock Exchange



      Securities to be registered pursuant to Section 12(g) of the Act:


                                      None
                               ------------------
                                (Title of Class)






Item 1.  Description of Registrant's Securities to be Registered.

     The titles of the  securities  to be  registered  hereunder  are (i) Common
Stock,  $0.01 par value;  and (ii)  Non-Voting  Common  Stock,  $0.01 par value.
Incorporated  herein by reference are the  descriptions  of the securities to be
registered  hereunder appearing in the Restated  Certificate of Incorporation of
the  Registrant as filed with the Secretary of State of Delaware on May 21, 1992
(incorporated by reference to Exhibit 3(a) to the Annual Report on Form 10-K for
fiscal year ended  December 31, 1992, as amended by Form 10-K/A  Amendment No. 1
dated November 29, 1993, and as further  amended by Form 10-K/A  Amendment No. 2
dated  December  9,  1993,  File No.  1-9553);  and the  Amendment  to  Restated
Certificate  of  Incorporation  of the Registrant as filed with the Secretary of
State of the State of Delaware on July 7, 1994  (incorporated  by  reference  to
Exhibit 3.2 to the  Registration  Statement on Form S-4 filed by the Registrant,
File No. 33-55271).


Item 2.  Exhibits.

     The securities being registered  hereby are to be registered on an exchange
on which no other  securities of the Registrant are registered.  Therefore,  all
exhibits  required by  Instruction II to Item 2 will be supplied to the New York
Stock Exchange, Inc. and are not filed with or incorporated by reference to this
Registration Statement.





                                    SIGNATURE


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has caused this  registration  statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  March 24, 1999


                                VIACOM INC.


                            By: /s/Michael D. Fricklas
                                --------------------------------
                                Name:    Michael D. Fricklas
                                Title:   Senior Vice President, General Counsel
                                         and Secretary